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Thursday 13 June, 2002

AIM

AIM Prospective Admission

AIM
13 June 2002
ANNOUNCEMENT TO BE MADE BY AIM APPLICANT AT LEAST 10 BUSINESS DAYS
PRIOR TO ADMISSION
ALL APPLICANTS MUST COMPLETE THE FOLLOWING:
COMPANY NAME:
L. Gardner Group PLC
COMPANY ADDRESS:
Grays Court
1 Nursery Road
Edgbaston
Birmingham
COMPANY POSTCODE:
B15 3JX
COUNTRY OF INCORPORATION:
England
COMPANY BUSINESS:
L. Gardner Group PLC is an engineering group specialising in the aerospace and
automotive markets. The Group is principally involved in the manufacture and
sale of precision engineered products and components. It operates in two
divisions, Gardner Aerospace and Gardner Automotive and the Group's products are
used extensively throughout the world.
DETAILS OF SECURITIES TO BE ADMITTED
(i.e. where known, number of shares, nominal value and issue price): 37,042,319
Ordinary Shares of 10p each
CAPITAL TO BE RAISED ON ADMISSION:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:
Simon Richard Frost - Non-executive Chairman
Stephen John Bolckow Hollis - Group Chief Executive
Ian Michael Whybrow - Group Finance Director
Brian James Dickie - Executive Director
PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL STATING WHETHER BEFORE OR AFTER
ADMISSION:
Perpetual Unit Trust Management Limited - 9.76 % (before admission)
Trevor Brown - 9.5% (before admission)
Texas Holdings Limited - 7.81% (before admission)
Edinburgh Fund Managers - 6.52% (before admission)
Aberdeen Asset Managers - 3.43% (before admission)
Universities Superannuation Scheme Limited - 3.37% (before admission)
BWD Rensburg - 3.34% (before admission)
Prudential - Bache - 3.29% (before admission)
Scottish Mutual Investment Managers - 3.14% (before admission)
NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (G) OF THE AIM RULES. N/A
ANTICIPATED ACCOUNTING REFERENCE DATE:
Year End Date 31st August
NAME AND ADDRESS OF NOMINATED ADVISER:
Insinger English Trust
44 Worship Street
London EC2A 2JT
NAME AND ADDRESS OF BROKER:
Durlachers Limited
4 Chiswell Street
London EC1Y 4UP
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES.
N/A
DATE OF NOTIFICATION:
13 June 2002
NEW/ UPDATE (see note):
New
LISTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY
Following admission to AIM it is the intention of the L. Gardner Group to
concentrate on developing the Group's core activities of manufacturing and
selling precision engineered products involved in the aerospace and automotive
markets. The Group intends to reduce gearing and to continue to establish key
partnerships with the world's major aerospace groups. This, coupled with
ongoing cost reductions and a programme of asset disposals and rationalisation
of subsidiaries should enhance shareholder value in the medium to long term.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE
APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR
WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED OR AN APPROPRIATE NEGATIVE
STATEMENT
In the report and accounts of the Company for the year ended 31st
August 2001 published in November 2001, the Company recognised the need to
restructure its banking arrangements and reported that this process was
continuing in line with the timetable then indicated. Since the end of the six
month period on 28th February 2002, the Company has reached agreement over
revised and increased banking facilities with the syndicate of bank lenders, led
by Barclays Bank plc, to whom the Company is substantially indebted. With a
view to reducing gearing, the Company has announced that a programme of asset
disposals and rationalisation of subsidiaries will be undertaken.
The Company has announced, on 25th March 2002, that prospects for the Group's
aerospace division remain difficult in the short term, but that sales have
stabilised at current levels and prospects appear more reasonable in the longer
term. At the same time the Company announced that the automotive diversion
requires considerable rationalisation which, once completed, should enable
operational performance to improve, The Company anticipated that the interim
results of the Group for the six months ended 28th February 2002 would show a
loss on trading activities.
The Company announced, on 29th May 2002, its interim results for the half year
ended 28th February 2002. These results showed turnover from continuing
operations at £44.3 million (2001-£51.6 million) and reflected the difficult
trading conditions in both aerospace and automotive markets. Operating losses
before exceptional items and goodwill amortisation were £2.5 million (2001 -
£8.4 million profit).
The Company's aerospace business experienced a significant reduction in demand
from customers following the events of 11th September 2001 however the position
appears to be stabilising albeit at lower order volumes than had been expected
pre 11th September 2001. Significant restructuring and operational improvements
have been undertaken to reduce costs within the Group. The medium to long term
prospects are good as the industry returns to underlying growth levels and as
the Group expects to benefit from continued rationalisation in the aerospace
industry's supply chain. The non-aerospace market remains difficult and overall
demand will be driven in particular by the speed of recovery of the US economy.
The Director's strategy will focus the Group on its aerospace business and as
such will likely undertake to dispose of non-aerospace assets and non-core
businesses. These assets have been reduced following a review of their probable
realiseable values within the non-core businesses. This resulted in exceptional
charges to the Group profit and loss account for permanent impairment of
goodwill of £36.9 million with further exceptional items of £16.9 million
following the review of non-core assets. In order to reduce costs and facilitate
the disposal programme the Company announced on 29th May 2002 that it intended
to cancel its listing on the Official List of the London Stock Exchange with
effect from 28th June 2002, and seek admission to AIM.
The Company is not aware that there has been any material change in its
financial or trading position since the announcement of its interim results made
on 29th May 2002.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
ITS WORKING CAPITAL WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE
DATE OF ITS ADMISSION
The Directors of the Company have no reason to believe that the Group's working
capital will be insufficient for at least twelve months from the date of its
admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES.
N/A
This information is provided by RNS
The company news service from the London Stock Exchange

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